SecProbe.io

CORRESP
1
filename1.htm

January
30, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street, NE

Washington,
DC 20549

Attention:
Stacie Gorman

    Re:
    IB
    Acquisition Corp.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    December 19, 2023

    File
    No. 333-275650

Ladies
and Gentlemen:

This
letter is being submitted on behalf of IB Acquisition Corp. (the “Company”) in response to the comment letter, dated
January 18, 2024, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to Amendment No. 1 to the Registration Statement on Form S-1 filed on December
19, 2023 (the “Registration Statement”). The Company’s amended Registration Statement (the “Amended
Registration Statement”) has been filed with the Commission.

Amendment
No. 1 to Registration Statement on Form S- 1

Cover
Page

1.
We note your revised disclosures in response to prior comment 1 and that you can extend the deadline to complete the business combination
beyond 18 months. However, please revise to clarify whether any such change would require shareholder approval. Please add similar clarification
elsewhere in your filing where you describe the deadline.

    RESPONSE:
    The
    cover page of the prospectus in the Amended Registration Statement, as well as elsewhere in the filing, have been revised to address
    the Staff’s comment.

The
Offering, page 7

2.
We acknowledge your revised disclosures in response to prior comment 2. We also note that on page 8, you state that your sponsor, officers
and directors may vote any public shares purchased during or after this offering in favor of your initial business combination. Please
revise to reconcile the statement with your disclosure in the third bullet of your discussion on page 26, which indicates that securities
purchased by them would not be voted in favor of a transaction.

    RESPONSE:
    The
    Amended Registration Statement has been amended on pages 8 and 97 to address the Staff’s comment.

    United States Securities and Exchange Commission

January 30, 2024

Page 2

Risk
Factors

We
have engaged our underwriters to provide services..., page 20

3.
We note your revised disclosures in response to prior comment 5, and refer to the last sentence of your first paragraph. As previously
stated, please revise to describe the negotiations resulting in the engagement of I-Bankers, which is associated with your sponsor, for
these additional matters and on these terms, and explain why you consider such negotiations to be on an arm’s length basis. Alternatively,
please revise to explain, here and in the first risk factor on page 21, that these terms were not the result of arm’s length negotiations,
or advise. Please also advise whether your independent directors will have an opportunity to cancel or otherwise modify these agreements
following the offering.

    RESPONSE:
    The
    Amended Registration Statement has been amended on pages 20 and 21 to address the Staff’s comment.

    *
    *
    *

*
* *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Cavas Pavri

    By:
    Cavas Pavri

 Enclosures

    cc:

    Al
    Lopez, CEO, IB Acquisition Corp.

    Ralph
    V. De Martino, ArentFox Schiff LLP